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Journal of Corporate Finance Vol. 62 2020

Shareholder litigation rights and corporate acquisitions

Chune Young Chung1; Incheol Kim2; Monika K. Rabarison2; Thomas Y. To3; Eliza Wu3

1 Chung-Ang University · 2 The University of Texas Rio Grande Valley · 3 The University of Sydney

Abstract

We examine the effect of shareholder litigation rights on managers' acquisition decisions. Our experimental design exploits a U.S. Ninth Circuit Court of Appeals ruling on July 2, 1999 that resulted in a reduction in shareholder class actions. We find that, since the ruling, firms in Ninth Circuit states acquire larger targets. Furthermore, acquirers' returns are lower in these states, especially for those with weaker corporate governance. Further analysis shows that value destruction is the result of managers' freedom to conduct empire-building acquisitions using overvalued equity. Overall, our findings indicate the importance of shareholder litigation as an external governance mechanism.

DOI
10.1016/j.jcorpfin.2020.101599
Volume
62
Pages
101599
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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